Announcement • Dec 07
FitLife Brands, Inc. (OTCPK:FTLF) entered into a definitive arrangement agreement to acquire Mimi's Rock Corp. (TSXV:MIMI) in a transaction valued at CAD 9 million. FitLife Brands, Inc. (OTCPK:FTLF) entered into a definitive arrangement agreement to acquire Mimi's Rock Corp. (TSXV:MIMI) in a transaction valued at CAD 9 million on December 5, 2022. Under the terms of the Arrangement Agreement, shareholders of Mimi's Rock will be entitled to receive cash consideration of CAD 0.17 in exchange for each Share held immediately prior to the effective time of the arrangement The total equity value of Mimi's Rock , on a fully-diluted basis, of approximately CAD 9.1 million, following the repayment of outstanding debt and other financial obligations of Mimi's Rock to be repaid from the proceeds upon the closing of the transaction. FitLife plans to fund the consideration, the transaction costs, and the working capital investment using a combination of cash on hand and a new, committed term loan not to exceed $12.5 million to be provided by First Citizens Bank. In addition, in conjunction with the closing of the Arrangement, the Company intends to enter into a new upsized, undrawn $3.5 million revolving line of credit, which facility has already been approved by First Citizens Bank. Following the closing of the Arrangement, the Shares are expected to be de-listed from the Exchange. Mimi's Rock has agreed to pay a termination fee of CAD 1 million if the Arrangement Agreement is terminated in certain circumstances, including if Mimi's Rock enters into an agreement with respect to a superior proposal or if the Board or Special Committee withdraws its recommendation with respect to the arrangement. The arrangement is subject to, among other things, the approval of the Ontario Superior Court of Justice (Commercial List) by way of interim and final orders, and the satisfaction or waiver of certain closing conditions customary in transactions of this nature, including the shareholder approval, the absence of material adverse changes in the business and affairs of Mimi's Rock. Subject to the satisfaction of such conditions, the arrangement is expected to close in the first quarter of 2023. The all-cash transaction, with no shares being issued by FitLife, is expected to be highly accretive to existing shareholders once all transaction-related costs have been expensed. Bloom Burton Securities Inc. acted as financial advisor to the Special Committee of Mimi's Rock and Bennett Jones LLP is acting as legal advisor to Mimi's Rock. An independent fairness opinion was provided to the Special Committee by BDO Canada LLP. Stikeman Elliott LLP is serving as legal advisor to FitLife. Announcement • Dec 06
Mimi's Rock's Shares Are Expected to Be De-Listed from the Exchange Mimi's Rock Corp. has entered into a definitive arrangement agreement dated December 4, 2022, whereby an affiliate of FitLife Brands Inc. has agreed to acquire all of the issued and outstanding common shares of Mimi's Rock in exchange for cash consideration of 17 cents per share, subject to customary closing conditions. The arrangement is expected to be completed by way of a statutory plan of arrangement under the Business Corporations Act (Ontario). Following the closing of the Arrangement, the Shares are expected to be de-listed from the Exchange. 
